Buy Now
Book a Demo

Terms & Conditions

1. Definitions

In these Terms and Conditions, the following terms shall have the meanings set out below:
  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities.
  • “Authorised User” or “Licensed User” means any individual employee, contractor, or agent of Customer who is authorised by Customer to access and use the Services under these Terms, as specified in the applicable Order Form.
  • “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
  • “Content” means all data, reports, analysis, price indices, charts, articles, and other materials made available through the 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ Products and Services, including the Licensed Material.
  • “Contract Year” means each successive period of twelve (12) months commencing on the Start Date or any anniversary thereof.
  • “Customer” means the entity that has executed an Order Form with 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ and is the contracting party under these Terms.
  • “Customer Representatives” means the employees, contractors, officers, directors, and agents of the Customer.
  • “Derived Materials” means any work, product, database, dataset, model, or analysis that incorporates, is derived from, or is based on the Licensed Material, in whole or in part.
  • “Force Majeure Event” has the meaning given in Clause 17.
  • “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered.
  • “Licensed Locations” means the physical or virtual locations from which the Licensed Users are permitted to access the Services, as specified in the applicable Order Form.
  • “Licensed Material” means the Content, data, and other materials that Customer is licensed to access and use pursuant to the applicable Order Form.
  • “Order Form” means a written or electronic order document executed between 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ and Customer that sets out the specific Products and Services ordered, the applicable fees, the Start Date, the Licensed Users, Licensed Locations, and any other agreed particulars.
  • “Permitted Affiliate” means a Customer Affiliate expressly identified on an Order Form as being permitted to access and use the Services.
  • “Permitted Purpose” means the internal business purpose(s) for which Customer is licensed to use the Services, as specified in the applicable Order Form.
  • “𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™”, “𝐏𝐫𝐢𝐜𝐞-𝐖𝐚𝐭𝐜𝐡™”, “PRA”, “we”, “us”, or “our” means Nidhyana Price Watch Analytics Private Limited, a company incorporated under the laws of India, and where applicable its subsidiaries and affiliates.
  • “Products and Services” or “Services” means the raw material price intelligence platform, data feeds, reports, tools, and any associated services supplied by 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™, as described in the applicable Order Form.
  • “Start Date” means the date on which access to the Services commences, as specified in the applicable Order Form.

2. General

2.1  These Terms and Conditions (“Terms”) govern all 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ Products and Services supplied by or on behalf of Nidhyana Price Watch Analytics Private Limited (“𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™”, “𝐏𝐫𝐢𝐜𝐞-𝐖𝐚𝐭𝐜𝐡™”) to a Customer pursuant to an Order Form. By executing an Order Form or accessing the Services, Customer agrees to be bound by these Terms. 2.2  Each Order Form identifies the specific Products and Services ordered, the fees payable, the Start Date, and any specific amendments to these Terms. All Order Forms are subject to and incorporate these Terms. In the event of any conflict between an Order Form and these Terms, the provision in the Order Form shall prevail to the extent of the inconsistency. 2.3  Except as specifically authorised in an Order Form, the licence granted under these Terms shall not extend to any of Customer’s Affiliates. Customer shall not make any Products and Services available to its Affiliates without 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s express prior written approval. 2.4  Where 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ expressly permits use of the Services by one or more Customer Affiliate(s), each such Permitted Affiliate shall be added to the applicable Order Form. Customer shall ensure that each Permitted Affiliate complies with these Terms in full (other than as to payment obligations, for which Customer remains solely liable). 2.5  Customer shall be responsible and liable for the acts and omissions of all Permitted Affiliates and Customer Representatives. Any changes to Customer’s corporate structure, employee numbers, user numbers, or usage levels that exceed those specified in the Order Form entitle 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ to charge additional fees. Customer shall be liable for all access to and use of the Licensed Material by its Affiliates and Representatives.

3. Licence Terms and User Restrictions

3.1  Grant of Licence
Subject to Customer’s compliance with these Terms and the prompt payment of all applicable fees, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ grants Customer a non-exclusive, non-transferable, non-sublicensable, limited-term, revocable licence for Customer and its Licensed Users to access and use the Products and Services and Licensed Material solely at the Licensed Locations, for the Permitted Purposes, and in accordance with these Terms. All other rights are expressly reserved and prohibited.
3.2  Permitted Uses
Subject to Clause 3.1, Customer and its Licensed Users may:
  • Search, interrogate, and display Licensed Material on screen for internal business purposes;
  • Print a limited number of copies of Licensed Material using the printing functions within the Services;
  • Download and store in machine-readable format a single copy of insubstantial portions of the Licensed Material for internal reference purposes; and
  • Download and store a single copy of relevant Licensed Material solely for the Customer’s audit or regulatory compliance purposes.
3.3  Prohibited Uses
The following are expressly prohibited under this licence:
  • Creation of Derived Materials from the Licensed Material;
  • Resale, redistribution, or sublicensing of the Licensed Material or Products and Services to any third party;
  • Publication of 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ data or Licensed Material on any public platform, website, or social media channel without 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s prior written consent.
3.4  Further Restrictions
Customer shall not, and shall ensure its Licensed Users do not:
  • Abstract, download, store, reproduce, transmit, display, copy, or use the Licensed Material except as expressly permitted under these Terms or an Order Form;
  • Lend, sell, resell, licence, sublicence, distribute, rent, or lease any Products and Services or Licensed Material, or include them in any service bureau or outsourcing arrangement;
  • Modify the Products and Services or Licensed Material without 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s express written permission;
  • Use any algorithm, application, device, method, system, or software to access, search, scrape, mine, extract, or otherwise harvest data from the Products and Services, or to disable or circumvent any usage-tracking mechanism employed by 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™;
  • Circulate, distribute, or make available the Licensed Material to any party other than Licensed Users;
  • Make the Products and Services or Licensed Material available via any local area network, wide area network, intranet, extranet, or cloud-sharing service, except as strictly required to achieve the Permitted Purpose for Licensed Users at Licensed Locations;
  • Use or access the Products and Services for the purpose of monitoring their availability, performance, or functionality, or for competitive benchmarking or intelligence purposes;
  • use or authorise the use of software incorporated in the 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ Products and Services other than as part of the 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ Products and Services;
  • Use the Products and Services or Licensed Material for any unlawful, fraudulent, or unauthorised purpose;
  • Interfere with or disrupt the integrity, availability, or performance of the Products and Services or any data contained therein;
  • Remove, alter, or obscure any copyright notice, trademark, or other proprietary rights notice in the Products and Services or Licensed Material;
  • Seek to obtain access to or use of any Products and Services in a manner that circumvents a contractual usage limit;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or algorithms underlying any software forming part of the Products and Services, except as permitted by applicable law;
  • Use the Products and Services in any way that infringes the Intellectual Property Rights of 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™, its Affiliates, its data providers, or any third party; or
  • Take any action that could reasonably be expected to harm or jeopardise 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s relationships with its third-party data providers or partners. Use the 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ Products and Services and any Licensed Material in any way not expressly authorised in these Terms or Order Form.
3.5 Permitted Use in Presentations
Where expressly agreed in an Order Form, Customer may include small extracts of Licensed Material in ad-hoc internal or client-facing presentations, subject to the following conditions:
  • Customer must acknowledge 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ as the data source in a prominent position in the presentation; and
  • Customer must include the following disclaimer verbatim alongside any extract:
“This information has been extracted from a 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ product. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ has not seen or reviewed any conclusions, recommendations, or other views that may appear in this document. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ makes no warranties, express or implied, as to the accuracy, adequacy, timeliness, or completeness of its data or its fitness for any particular purpose. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ disclaims any and all liability relating to or arising out of the use of its data and other content to the fullest extent permissible by law.”
3.6  Third-Party Liability
𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ accepts no liability or responsibility to any third party who benefits from, uses, or relies on the Products and Services or gains access to the Licensed Material. Customer shall indemnify 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ from and against all liabilities, losses, damages, costs, and expenses arising in connection with any third-party claim resulting from Customer’s use of the Products and Services.
3.7  Usage Limits
Access to and use of the Products and Services is subject to the usage limits and quantities specified in the applicable Order Form. Customer shall not exceed these limits without 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s prior written consent and agreement on additional fees.
3.8  User Accounts and Registration
3.8.1  Account Creation: To access the Services, Customer’s Licensed Users must create individual user accounts with accurate and complete information. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ reserves the right to refuse registration or cancel any account at its reasonable discretion, including where eligibility criteria specified in the Order Form are not met. 3.8.2  Account Security: Each Licensed User is responsible for maintaining the confidentiality of their account credentials, including their password, and for all activities that occur under their account. Licensed Users must notify 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ immediately at support@price-watch.ai upon becoming aware of any unauthorised access or security breach. 3.8.3  Account Termination: 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ may suspend or terminate any user account where there is a breach of these Terms, suspected account sharing, or conduct harmful to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ or its users, subject to Clause 3.8.5 (Appeals). Customer may request account termination by contacting support@price-watch.ai. 3.8.4  Individual Use and Account Sharing: Each account is issued to a named individual Licensed User and is strictly non-transferable. Account sharing, including the use of a single account by more than one individual, is a material breach of these Terms. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ employs technical controls to detect account sharing. Where sharing is detected or reasonably suspected, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ may immediately suspend or terminate the relevant account(s) without refund of any fees paid. 3.8.5  Appeals: Where Customer believes a user account has been suspended or terminated in error, Customer may submit a written appeal to support@price-watch.ai within fourteen (14) days of the suspension or termination. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ will review and respond to appeals within ten (10) business days.  

4. Intellectual Property Rights

4.1  All Intellectual Property Rights in and relating to the Products and Services, the Licensed Material, and all compilations thereof are and shall remain the sole and exclusive property of 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ or its third-party licensors, as applicable. These Terms do not transfer any Intellectual Property Rights to Customer. 4.2  No rights in the Products and Services or Licensed Material are granted to Customer other than the limited licence expressly set out in Clause 3. Customer shall comply with all reasonable instructions from 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ regarding the security and protection of the Products and Services and Licensed Material, and shall maintain appropriate technical and organisational measures to protect the Licensed Material against unauthorised access, disclosure, copying, or distribution. 4.3  In the event that Customer acquires any rights in any Products and Services or Licensed Material (whether by operation of law or otherwise), Customer hereby assigns to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™, with full title guarantee and for all purposes, all such Intellectual Property Rights, including the right to pursue claims for past, present, and future infringement. Customer shall execute all documents and take all actions reasonably required by 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ to give effect to this assignment.

5. Changes to Products and Services

5.1  𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ reserves the right to update, enhance, modify, or withdraw any Products and Services at any time. For non-material changes, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ may make such changes without prior notice. 5.2  Where a proposed change will result in a material reduction in the functionality of a Product or Service, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall provide Customer with no fewer than thirty (30) calendar days’ prior written notice. 5.3  During the thirty (30) day notice period, Customer may elect to terminate the licence for the affected Product or Service by providing written notice to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ and may request a replacement from available alternative products or services. If Customer does not exercise this termination right within the notice period, Customer shall be deemed to have accepted the change. 5.4  Once a Product or Service has been activated and confirmed by Customer on the Platform, it is considered final. Requests for deletion, substitution, or replacement of activated products will not be accepted, except: (i) where a defect is attributable to an error or fault on the part of 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™; or (ii) where a material issue with the product prevents Customer from using it as intended. In such cases, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ may, at its sole discretion, replace or correct the product at no additional charge. 5.5  It is Customer’s sole responsibility to thoroughly review and verify all product specifications before confirming activation on the Platform.

6. Changes to These Terms

6.1  𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ may amend these Terms at any time by providing written notice to Customer. Such notice shall specify the nature of the changes and the date on which they take effect. 6.2  Customer may terminate the affected Order Form within thirty (30) calendar days of receiving such notice if it does not accept the changes. Failure to terminate within this period shall constitute acceptance of the revised Terms. 6.3  Any bilateral amendments to these Terms agreed between 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ and Customer must be recorded in a written addendum signed by authorised representatives of both parties.

7. Fees and Payment

7.1  Customer shall pay all fees set out in the applicable Order Form. Access to and use of the Products and Services is contingent on prompt payment of all applicable fees. 7.2  All payment obligations are non-cancellable. Fees paid are non-refundable except as expressly stated in these Terms or in an applicable Order Form. 7.3  Usage levels and quantities licensed under an Order Form cannot be reduced during a Contract Year. Any increase in usage or Licensed Users during a Contract Year shall be subject to additional fees as agreed in writing. 7.4  Unless otherwise specified in an Order Form, invoiced amounts are due within thirty (30) days of the invoice date. Customer is responsible for providing and maintaining accurate billing and contact information. 7.5  If any invoiced amount remains unpaid after the due date, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ reserves the right, without prejudice to any other rights or remedies, to: (i) charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), from the due date until the date of actual payment; and (ii) suspend or terminate Customer’s access to the Products and Services until all outstanding amounts are paid in full. 7.6  All fees are exclusive of applicable taxes, including Goods and Services Tax (GST), value-added tax, withholding tax, and any other governmental levies. Customer is solely responsible for all such taxes associated with its purchases and use of the Services. Where 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ is legally required to collect tax, it will include such tax in the relevant invoice. Customer may provide a valid tax exemption certificate to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ prior to invoicing to avoid such charges where applicable.

8. Term, Renewal, Suspension and Termination

8.1  The term of each Order Form shall commence on the Start Date specified therein. 8.2  Unless otherwise stated in an Order Form, each Order Form shall automatically renew for successive periods of twelve (12) months at the then-current list prices for the Products and Services, unless either party provides the other with written notice of non-renewal no fewer than thirty (30) days prior to the expiry of the then-current term. 8.3  Fees applicable to each renewal term shall be assessed at 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s then-current prices. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ will notify Customer of any fee changes. 8.4  𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ may suspend Customer’s access to the Products and Services without liability if: (i) Customer fails to pay any undisputed invoice by the due date; (ii) 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ reasonably suspects that Customer or any Licensed User is in breach of these Terms; or (iii) continued provision of the Services poses a risk to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s systems, data, or third-party obligations. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ will provide written notice of suspension where reasonably practicable. A reasonable reinstatement fee may apply upon restoration of access.

9. Consequences of Termination or Expiry

9.1  Upon expiry or termination of an Order Form for any reason, Customer, its Affiliates, all Customer Representatives, and all Licensed Users shall immediately cease all use of the terminated Products and Services and Licensed Material. Customer shall provide written confirmation to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ that it has ceased use and will not share, publish, or otherwise distribute any 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ data or Licensed Material outside its organisation. 9.2  Customer shall promptly delete or destroy all copies of Licensed Material in its possession or control, subject to Clause 9.3. 9.3  The obligation to delete Licensed Material shall not apply to data that Customer is legally or regulatorily required to retain, provided that: (i) such retained data is held in secure archives and is not used in any active part of Customer’s business; and (ii) Customer continues to comply with the confidentiality obligations in Clause 13 with respect to such retained data. 9.4  Termination or expiry shall not relieve Customer of its obligation to pay all fees accrued or payable for the period prior to the effective date of termination. 9.5  Where an Order Form is terminated by 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ due to Customer’s breach, or by Customer without cause prior to the end of the then-current term, Customer shall pay all unpaid fees covering the remainder of the term. 9.6  Clauses that by their nature should survive termination shall do so, including without limitation Clauses 4 (Intellectual Property Rights), 9 (Consequences of Termination), 12 (Warranties and Liability), 13 (Confidentiality), 14 (Indemnity), 18 (Governing Law), and 19 (Dispute Resolution).

10. Platform Uptime and Service Levels

10.1  Uptime Commitment: 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall use commercially reasonable efforts to ensure that the Platform is available and operational for a minimum of 99.9% of the time, measured on a calendar month basis, excluding Permitted Downtime as defined below. 10.2  “Permitted Downtime” means downtime attributable to: (i) scheduled maintenance notified in accordance with Clause 10.3; (ii) Force Majeure Events as defined in Clause 17; (iii) failures caused by Customer’s own equipment, software, or internet connection; or (iv) service interruptions caused by third-party providers outside 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s reasonable control. 10.3  Scheduled Maintenance: 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall provide Customer with no fewer than fifteen (15) days’ written notice of any scheduled maintenance window. Where reasonably practicable, scheduled maintenance shall be conducted during periods of low usage to minimise disruption. 10.4  Unscheduled Downtime: In the event of unscheduled downtime or emergency maintenance, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall: (i) use commercially reasonable efforts to restore service as promptly as possible; (ii) notify Customer as soon as reasonably practicable via email or dashboard alert; and (iii) provide regular status updates until service is restored. 10.5  Service Credits: Where 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ fails to meet the 99.9% uptime commitment in any calendar month (excluding Permitted Downtime), Customer shall be entitled to a service credit in the form of a pro-rata extension of the subscription term, as calculated in accordance with any applicable Service Level Agreement (“SLA”) executed between the parties. Such service credit shall be the sole and exclusive remedy available to Customer for any breach of the uptime commitment. 10.6  Liability Exclusion: Notwithstanding the foregoing, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall not be liable for any indirect, consequential, special, or punitive damages arising from downtime or service interruption, including loss of data, loss of revenue, or business disruption, except where directly caused by 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s gross negligence or wilful misconduct.

11. Warranties and Limitation of Liability

11.1  The Products and Services and Licensed Material are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ excludes all implied warranties and representations, including those relating to fitness for a particular purpose, merchantability, accuracy, timeliness, and completeness. 11.2  Nothing in these Terms shall exclude or limit either party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) breach of confidentiality obligations; or (iv) any other liability that cannot be excluded or limited by applicable law. 11.3  Subject to Clause 11.3, the aggregate liability of each party (together with its Affiliates) arising out of or in connection with these Terms shall not exceed the total fees paid or payable by Customer under the applicable Order Form in the twelve (12) months immediately preceding the event giving rise to the claim. 11.4  Subject to Clause 11.3, neither party shall be liable for: (i) loss of profits, revenue, or business; (ii) loss of anticipated savings; (iii) loss of goodwill or reputation; (iv) business interruption; (v) loss of data or corruption of data; or (vi) any indirect, special, incidental, consequential, or exemplary damages, whether arising in contract, tort (including negligence), or otherwise, even if advised of the possibility of such loss. 11.5  𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall not be liable for any failure or deficiency in the Products and Services arising from: (i) Customer’s use of the Services in breach of these Terms; (ii) modifications made by anyone other than 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ or a person expressly authorised by 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™; (iii) Customer’s failure to use updated or corrected versions of the Services provided by 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™; or (iv) any wrongful or negligent act or omission by Customer, its Affiliates, or Customer Representatives. 11.6  The Products and Services may include links to external third-party websites or resources. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ is not responsible for the content, accuracy, or availability of such external sites and disclaims all liability in connection therewith.

12. Copyright and Content Restrictions

12.1  All Content made available through the Products and Services is the property of 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ or its licensors and is protected by copyright, database rights, and other Intellectual Property Rights. Customer’s right to access and use the Content is strictly limited to the licence granted in Clause 3. 12.2  Customer acknowledges that the Products and Services are licensed for professional, commercial use by the named Customer entity only, subject to the restrictions in Clause 3. Personal or consumer use is not contemplated under these Terms. 12.3  Any use of Content beyond the scope of the licence in Clause 3, including reproduction, redistribution, or republication, requires 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s prior written consent. Any permitted extract must include the following attribution: “Used with permission of 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™, a product of Nidhyana Price Watch Analytics Private Limited.” 12.4  The Content made available through the Services represents 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s data and analysis. 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ and its Content licensors do not provide investment advice, tax advice, legal advice, or any other form of professional advice. Customers should always seek the assistance of qualified professionals before making decisions based on the Content.

13. Confidentiality

13.1  Each party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall: (i) use the Confidential Information solely for the purposes of fulfilling its obligations or exercising its rights under these Terms; (ii) protect the Confidential Information with no lesser degree of care than it applies to its own confidential information of a similar nature, and in any event with no less than reasonable care; and (iii) not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except as permitted by this Clause. 13.2  The obligations of confidentiality shall not apply to information that the Receiving Party can demonstrate: (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) was received from a third party who was not under a duty of confidentiality to the Disclosing Party; or (iv) was independently developed by the Receiving Party without reference to the Confidential Information. 13.3  The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that: (i) it gives the Disclosing Party prompt written notice of the requirement (to the extent legally permitted); and (ii) it cooperates reasonably with the Disclosing Party’s efforts to seek a protective order or other relief. 13.4  Upon expiry or termination of these Terms, each party shall promptly return or securely destroy all Confidential Information of the other party and all copies, extracts, and derivatives thereof, except as required to be retained by law. 13.5  Each party acknowledges that a breach of this Clause may cause irreparable harm for which monetary damages may be an inadequate remedy, and accordingly each party shall be entitled to seek equitable relief, including injunction, in addition to all other remedies available at law. This Clause shall survive the termination or expiry of these Terms.

14. Indemnity

14.1  Customer shall indemnify, defend, and hold harmless 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ and its Affiliates, officers, directors, employees, and agents (each an “Indemnified Party”) from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) any unauthorised use of the Licensed Material or Content by Customer, its Affiliates, Licensed Users, or Customer Representatives; (ii) Customer’s breach of these Terms; or (iii) any third-party claim arising from Customer’s use of the Products and Services beyond the scope of the licence granted. 14.2  Upon receipt of notice of a claim for which indemnification is sought, 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall: (i) promptly notify Customer in writing; (ii) grant Customer control of the defence and settlement of the claim, subject to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™’s reasonable approval of any settlement; and (iii) provide Customer with reasonable cooperation and assistance at Customer’s expense. 14.3  𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall not settle any claim in a manner that admits liability on Customer’s behalf or imposes obligations on Customer without Customer’s prior written consent, which shall not be unreasonably withheld or delayed.

15. Severability

If any provision (or part of a provision) of these Terms is found by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall, to the minimum extent necessary, be limited or eliminated so that these Terms shall otherwise remain in full force and effect and be enforceable. The parties shall negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the original commercial intent of the invalidated provision.

16. Entire Agreement

16.1  These Terms, together with each applicable Order Form, constitute the entire agreement between the parties relating to its subject matter and supersede all prior agreements, representations, warranties, and understandings (whether written or oral) between the parties with respect to that subject matter. 16.2  Each party acknowledges that it has not relied on any representation, warranty, or undertaking that is not expressly set out in these Terms or an applicable Order Form. 16.3  Nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

17. Notices

17.1  Any notice required or permitted under these Terms shall be in writing and shall be deemed duly given when: (i) delivered personally; (ii) sent by nationally recognised overnight courier with written confirmation of receipt; (iii) sent by registered post with return receipt requested; or (iv) sent by email with written acknowledgment of receipt from the receiving party. 17.2  Notices to 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™ shall be addressed to: Nidhyana Price Watch Analytics Private Limited Futura Tech Park, C-Block, 8th Floor, 334 Old Mahabalipuram Road, Sholinganallur Chennai – 600119, Tamil Nadu, India Email: support@price-watch.ai 17.3  Notices to Customer shall be addressed to the contact details provided in the applicable Order Form. Customer is responsible for keeping its contact details current with 𝐏𝐫𝐢𝐜𝐞 𝐖𝐚𝐭𝐜𝐡™.

18. Governing Law

These Terms and all Order Forms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.